What is MAR?
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MAR, or the Market Abuse Regulation, is the EU’s Regulation (EU) No 596/2014 on market abuse. It has applied since 3 July 2016 and governs how listed companies handle and disclose inside information. The regulation also prohibits insider dealing and market manipulation. This guide explains the basics in plain terms.
What is the Market Abuse Regulation?
MAR is an EU regulation. This means it applies directly in Sweden and does not need to be transposed into Swedish law. Its purpose is to ensure that everyone in the stock market receives the same information at the same time, so that no one can profit from knowledge that others lack.
The rules apply to companies whose shares or other financial instruments are traded on a regulated market, such as Nasdaq Stockholm, or on a trading facility, such as First North. They also apply to anyone who trades in these companies’ shares, whether they are board members, employees or private investors.
What is inside information?
Information counts as inside information if it meets four conditions:
- It is precise and specific.
- It has not been made public.
- It relates to the company or its shares.
- It would be likely to have a significant effect on the share price if it became known.
Typical examples include results that differ from market expectations, a major acquisition, a large new customer or a change in guidance. Interim reports and year-end reports also often contain inside information.
When must inside information be disclosed?
The main rule is that the company must disclose inside information as soon as possible. In practice, this is done through a press release sent out via an established news distributor. The press release must also be published on the company’s website and remain there for at least five years.
Since 5 June 2026, the rules have been simpler for processes that run over a longer period, such as negotiations or the preparation of a financial report. The company no longer needs to disclose every intermediate step, only the final outcome. For an interim report, this means the report must be published as soon as possible after the board has approved it. The change comes from the EU’s so-called Listing Act.
Can the company delay disclosure?
Yes, in some cases. This is known as delayed disclosure, and it is permitted if three conditions are met:
- Immediate disclosure would be likely to harm the company’s legitimate interests.
- The information does not contradict what the company last said on the same matter.
- The company can keep the information confidential.
If any of the conditions is no longer met, for example because the information has leaked, it must be disclosed immediately. Once the information is public, the company must notify Finansinspektionen, the Swedish Financial Supervisory Authority, that disclosure had previously been delayed.
What is an insider list?
An insider list, sometimes called a logbook, is a list of everyone who has access to a specific piece of inside information. This might be, for example, the finance team working on the quarterly report or the advisers on an acquisition. The company is responsible for keeping the list and must be able to provide it to Finansinspektionen if the authority requests it.
What are the rules for management’s own share dealings?
Board members, the CEO and other persons discharging managerial responsibilities must report their transactions in the company’s shares. This also applies to their closely associated persons.
- Reporting: The transaction must be reported to Finansinspektionen and to the company no later than three business days after it took place. Since 4 December 2024, the requirement applies once the person’s transactions during a calendar year total EUR 20,000.
- Closed period: During the 30 calendar days before an interim report or year-end report, persons discharging managerial responsibilities are generally not allowed to trade in the company’s shares. This is also known as a trading ban.
What are insider dealing and market manipulation?
Insider dealing means that someone buys or sells shares using inside information. It is also prohibited to tip off someone else about such information or to disclose it outside the normal course of one’s work.
Market manipulation means giving false or misleading signals about a share’s price or demand. This can be done, for example, through sham transactions or by spreading false rumours.
In Sweden, Finansinspektionen and the Swedish Economic Crime Authority (Ekobrottsmyndigheten) share responsibility for ensuring that the rules are followed. Finansinspektionen can impose administrative fines, and serious cases can become criminal cases.
What does MAR mean for a company’s reporting?
For the finance and IR departments, MAR is largely about timing and order:
- The interim report needs to be fully completed when the board approves it, so that it can be published immediately afterwards.
- Everyone working on the report must be included in the insider list.
- The figures must be the same in the press release, in the report and on the website.
This article is an overview and does not constitute legal advice.
Frequently asked questions
What does MAR stand for?
MAR stands for the Market Abuse Regulation, the EU’s Regulation (EU) No 596/2014 on market abuse. It has applied since 3 July 2016.
Who is covered by MAR?
MAR covers companies with shares or other financial instruments on a regulated market or a trading facility, such as Nasdaq Stockholm or First North. It also covers anyone who trades in these instruments.
How quickly must inside information be disclosed?
As soon as possible, in practice through a press release. The company may only delay disclosure if the conditions for delayed disclosure are met.
What is a closed period under MAR?
A closed period is the 30 calendar days before an interim report or year-end report. During that time, persons discharging managerial responsibilities are generally not allowed to trade in the company’s shares.
Table of contents
- What is the Market Abuse Regulation?
- What is inside information?
- When must inside information be disclosed?
- Can the company delay disclosure?
- What is an insider list?
- What are the rules for management’s own share dealings?
- What are insider dealing and market manipulation?
- What does MAR mean for a company’s reporting?
- Frequently asked questions